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HomeMy WebLinkAbout2008-03• Ordinance 2008-03 Adopting A Contract By And Between The Town Of Pulaski, Virginia And Pulaski Baseball, Inc. ADOPTED: January 8, 2008 EFFECTIVE: January 8.2008 ~J • • • • ORDINANCE 2008-03 ORDINANCE ADOPTING A CONTRACT BY AND BETWEEN THE TOWN OF PULASKI, VIRGINIA AND PULASKI BASEBALL, INC. • WHEREAS, the Town has available space in Calfee Park; and it is otherwise consistent with the public good and general welfare of the public; and, WHEREAS, Pulaski Baseball, Inc. wishes to maintain a Baseball club within the Town of Pulaski and enter into an agreement with a Baseball franchise which would add and/or create new jobs within the Town of Pulaski as well as enhance the quality of life of its citizens; and, NOW, THEREFORE be it ORDAINED„ by the Town Council of the Town of Pulaski, Virginia sitting in regular session this 8th day of January 2008, that the Town Council does hereby authorize the attached contract relating to Town owned property between the Town and Pulaski Baseball, Inc. under the terms and conditions set forth in the contract attached hereto and expressly made a part hereof, and does further authorize the Town Manager to execute said contract after proper execution of said contract by Pulaski Baseball, Inc. This Ordinance is effective upon adoption and is hereby adopted this 8th day of January 2008 by the duly recorded vote of the Town Council as follows: Jeffrey S. Worrell -Aye Dan Talbert, Jr. -Aye Lane R. Penn -Aye Joel B. Burchett, Jr. -Absent David L. Clark -Aye Larry G. Clevinger, II -Aye THE TOWN OF PULASKI, VIRGINIA By: Charles L. Wade, Mayor ATT T: Patricia Cruise, Clerk of Council • • • • • r FACILITY LEASE and CONTRACT WHEREAS, the Town of Pulaski historically as been a supporter of professional ~ D~ Di baseball by offering the use of Calfee Park fof Appalachian League teams; and o WHEREAS, Pulaski Baseball, Inc., holder of the operating rights for the Pulaski area,, has advised the Town that it can obtain a two (2) year commitment for the placement of a rookie team in Pulaski through the Appalachian League and Pulaski Baseball, Inc.; and WHEREAS, the Town Council is greatly interested in continuing to make Calfee • Park the long term home of an Appalachian League Team, having previously upgraded.. Calfee Park to league standards; and WHEREAS, the Town Council has authorized its administration to negotiate with Pulaski Baseball, Inc. for a possible long term arrangement; NOW, THEREFORE, this lease and contract, herein "contract" is made and entered into this ~ day of October, 2008, by and between the TOWN OF PULASKI, VIRGINIA, party of the first part, herein "the Town", and PULASKI BASEBALL, INC., a Virginia Corporation, herein "the Club", party of the second part; WITNESSETH The Town agrees to allow the Club to use and lease that property of the Town __ known as Calfee Park, upon the following terms and conditions, and the Club accepts • these terms and conditions, which are as follows: FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 1 of 12 r 1. TERM This contract shall apply to usage of Calfee Park by the Club during the period beginning with the date of this contract until September 1, 2010. 2. USAGE ~ A. In return for the Town's commitment to provide a professionally 0 c maintained facility, the Club agrees to retain its Appalachian League franchise in Pulaski throughout the 2009 and 2010 seasons, and to field a professional baseball team at Calfee Park for the 2009 and 2010 seasons. An option to renew, on the same terms, for an additional two (2) seasons (through the 2012 season) is permitted and shall be exercised by the Club in writing which shall be sent to the Town Manager and received no later than September 30th of each year. B. The sole usage contemplated and allowed to the Club by this contract is • the playing and practicing of such professional baseball and activities directly related thereto. Any other use by the Club, without the express permission of the Town Manager, shall be deemed a violation of this contract. C. The Club shall have access to and exclusive use of the General Manager's Office on a year-round basis, if desired by the Club, during the term of this contract. D. The Club shall have access to and use of the playing field, stadium facilities, and parking lot from June 1 to September 1 each year during the term of this contract and any extension thereto. The Town agrees that the Club shall have priority in the use of the playing field, stadium facilities and parking lot over all users of the facility, "~ provided that a schedule of the proposed use is filed with the Town Manager by April 1 of each year during the term of this contract or any extension thereto. The Town • FACILITY LEASE and CONTRACT Town of Pulaski, Virginia 8c Pulaski Baseball, Inc. Page 2 of 12 a • Manager will have the discretion to extend in writing this deadline. The Club agrees that the Town will be able to use the facility for youth and recreational baseball and other recreational activities when there is no scheduled use by the Club. The Town agrees that in the event of inclement weather or league rescheduling or other changes in the finished schedule caused b!y matters outside the control of the Club, the Town w,~ll make a ggod 4 4 faith effort to make the facilities available to the Club in accordance with the changed schedule. E. The Club will be responsible for all signage, advertisements bought or sold, promotions, concession sales, merchandise sales, ticket sales, crowd control and all activities associated with the baseball games played under this agreement. In no event will the Town be liable for any act or omission of the Club or any failure by it to perform • any Club contract with third parties, and the Club shall hold the Town harmless on any such claims. F. The Club shall be responsible for and have the sole right to charge for signage, advertising, and admission to any event covered by this contract and to collect said admission. The Club shall also have the right to sell food and beverages at such events except as herein prohibited, to sell team pennants, insignia, and the like, and to retain all revenues derived therefrom except as provided in the section on compensation. G. Advertising signage within the field will be designed so that it can be removed at the end of each season. All signage will be maintained in good condition by the Club and displayed in such a manner and place so that they do not detract from the e overall appearance of the facility. The Club may erect additional structures for display of • advertising panels in the outfield fence and wall areas (except for a space 16' H x 40' L FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 3 of 12 in the centerfield that must remain a solid appearance). Except for signage promoting the • team, no commercial advertising shall be allowed on the outside of the buildings, fences or other structures, except areas directly facing the parking lot. All outdoor advertising must be removed and/or painted over by the Club at the end of the term of this contract or any extension thereto, in a manner approved by the Town,o unless the Town agrees C D otherwise in writing. H. The Club shall conform to all health regulations, ordinances or other laws regarding the running of concessions, the sale of items, or other activities undertaken by the Club, whether any activity is undertaken by paid employees, contract employees, or volunteers. I. The Club will be responsible for obtaining any and all Alcoholic Beverage Control Board permits and approvals and the Club also will be responsible to the Town • for adherence to all permit conditions, which will be in addition to and not in lieu of any other conditions contained herein. At a minimum, the Club will observe the following limitations on the sale of alcoholic beverages: 1. The only alcoholic beverage to be sold will be beer in open cups. No bottled or canned beer will be sold. 2. Beer sales will not commence more than sixty (60) minutes prior to the scheduled start of the game. All sales will cease before the start of the seventh inning for a single game, or before the start of the fourth inning of the second game of a double header. 3. The Club will designate at least one section of the grandstand where the possession and consumption of alcoholic beverages is not allowed. • FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 4 of 12 • 4. The Club will abide by all Alcoholic Beverage Control Board laws r and regulations including but not limited to those relating to the sale of beer to underage persons and intoxicated persons. 5. The Club will provide and post signage approved by the Town which summarizes the foregoing restrictions and further warns purchasers that laws o c relating to driving under the influence are strictly enforced in the Town. Except as provided above, the Club shall nqt allow the possession or consumption of alcoholic beverages in areas open to the public, without the prior written consent of the Town. The Club will not .allow the sale or distribution of alcoholic beverages on the premises except as provided above. If any person other than the Club is designated as the Alcoholic Beverage Control Board permit holder, the Town reserves the right to approve • the use of such person, provided however that neither such designation nor such approval- will relieve the Club of its obligations, but rather will make the Club and such designee jointly and severally responsible to the Town for adherence to these conditions. In addition to any other remedies which may be available by law to the Town such remedies are hereby expressly reserved by the Town, violation of conditions herein will be grounds for the Town to revoke the Club's permission to sell or allow the possession or consumption of alcoholic beverages for the remainder of any season. J. The use of tobacco products in the public seating areas will be prohibited. K. The Club will be jointly and severally responsible with its employees, agents, affiliates and the team personnel utilizing the premises, for any and all acts or e omissions arising out of this agreement or the use of the facilities. • FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 5 of 12 L. The Town reserves the right to enter into all portions of the premises at all a• reasonable times for the performance of any and all municipal functions. M. The Club will not have the use of or access to the storage and equipment rooms of the Town without the prior consent of the Town. ~ o ~ 3. APPALACHIAN LEAGUE STANDARDS o ~ 9 ~ In return for the Club providing a professional baseball team for the contract period as set forth above, the Town agrees to ,maintain the stadium to a level of Appalachian League standards. In no event will the Town be obligated to spend any money over and above those funds needed to maintain the stadium to Appalachian League standards. 4. RESPONSIBILITIES FOR MAINTENANCE The following shall be the respective responsibilities of the Town and the Club • for the maintenance of the playing surface, the stadium facilities, and the parking lot: A. The Town will maintain the playing surface in accordance with Class A professional baseball standards. B. The Town will be responsible for all ordinary exterior and structural maintenance of the stadium and related facilities and shall also be responsible for the cleaning of the public restrooms, seating areas and walks, team dugouts and bullpen, and the parking lot. The Town shall perform such duties promptly after each game or more frequently if needed to maintain the facility in a clean, appropriate manner. C. The Club shall be responsible for the interior, nonstructural maintenance of, and the cleaning of the visitors and home team clubhouses, including shower rooms, equipment rooms, and training and storage rooms, umpires' room, General Manager's • FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 6 of 12 • Office, concession stands, souvenir stand and the press box / V.I.P. Box. The Town will a provide trash bags, trash containers and dumpsters and trash removal from dumpsters. The Club will perform such functions promptly after every game or team related function so that the facility is maintained in a clean condition without unsightly debris. D. The Club will be responsible for all damage to the facility caused ~y any a ~ act or omission of the Club, its employees, agents, guests, invitees or team personnel. E. The Club will be responsible for securing the premises after any Club events. F. No event, other than scheduled league ,games, will extend past midnight without the consent of the Town. 5. POLICE AND SAFETY • The Town agrees to schedule at least one (1) uniformed officer to be present in- the park during scheduled ball games, if requested by the Club. The Town may, but is not required to, schedule an additional officer or officers. The Club acknowledges that said officer(s) are not subject to the control of the Club and that they are subject to calls for duties throughout the Town. The Club agrees that any additional security will be provided by the Club at its own expense and acknowledges that it is the Club's responsibility to provide such security. If the Club desires to use Town police officers who are off duty, with their consent, the Town will provide such officers and the Club shall pay the Town the costs of using such personnel, including but not limited to overtime pay. The Club acknowledges that said officers are not subject to the control of _ the Club and that they are subject to calls for duties throughout the Town. • FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 7 of 12 f The Club acknowledges that the police personnel will be there for law r• enforcement purposes only. Pedestrian and crowd control, rule enforcement, visitor safety, and management of the park during games are the responsibility of the Club. The Club agrees to have sufficient personnel on the premises immediately before, during and after each game to carry gout these functions. At least one such person shall have the ~ 6 G authority to speak for management if discussions with police or other Town personnel are 6 necessary. The Club may also utilize private security guards if it so desires. Costs associated with such employment shall be borne by the Club. 6. INSURANCE The Club shall maintain an insurance policy providing for personal injury and property liability coverage protection for claims against the Club or the Town in any • manner alleged to arise out of the proposed use of the facility for professional baseball, for the defense and/or satisfaction of claims against the Town by third parties, which insurance shall be in the minimum limits of Five Hundred Thousand Dollars ($500,000.00) per injury, and One Million Dollars ($1,000,000.00) aggregate. A copy of such policy and proof that premiums have been paid will be made available upon request. 7. TOWN HELD HARMLESS The Club will indemnify and hold harmless the Town for any and all liability to any persons, entity or party for any injuries or damages to persons, entities or property caused by the Club, its employees, agents, team personnel or assigns. • FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 8 of 12 • 8. CLUB HELD HARMLESS The Club shall be held harmless for any injury due to any stadium or parking lot structural defect, unless it is shown that the Club knew of the defect and did not report it to the Town within a reasonable time not to exceed thirty (30) days. 9. - RECQRDS , - G The Club agrees to furnish to the Town, by October 31 of each year, records and summaries of ticket sales, advertising, concession,;and all other revenues derived from its use of the facilities, together with records of expenditures. 10. CONSIDERATION During the term of this contract or any extension thereo, the Club shall pay to the Town for such usage the sum of one dollar ($1.00) for each paid admission per game, • together with ten percent (10%) of all revenues received from on-premises advertising signage. Additionally, the Club will pay the Town sixty dollars ($60.00) per game for trash pickup in the public seating areas and team dugouts. All sums due shall be paid to the Town by the Club no later than October 31 of each year. The Club shall designate ten (10) contiguous seats in the reserved seating area, on the first base side, within the first four rows thereof, for the exclusive use of the Town during scheduled events, at no charge to the Town. 11. NONPERFORMANCE BY TOWN The Town will not be responsible for any loss of usage resulting from any structural failure, fire storm, infrastructure failure, act of God, civil disorder, vandalism or cause other than the Town's failure to provide routine maintenance and noncapital • repairs. Any and all capital repairs and/or improvements will be made in the sole FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 9 of 12 discretion of the Town. In no event will the Town be responsible to the Club or any other x• party for loss of revenue or profits or for consequential damages of any kind arising out of any alleged act or omission relating to the contract or any extension thereof. 12. REMEDIES IN CASE OF BREACH In the event of a~breach of contract by the Club, the Town will have ~e-following ~ 4 rights: A. Any monies due under this contract shall immediately become due and owing. B. The Town may, at its option, re-enter the subject premises and take full and exclusive possession and control thereof. C. The Town may sue for damages, possession, injunctive relief, court costs and attorneys fees. • D. These rights shall be in addition to and not in limitation of any other right that the Town may have to enforce this contract. All of the Town's rights in the event of a breach are cumulative in nature and may be exercised at the option of the Town. The Town may waive any breach without prejudice to any rights it may have in the event of a subsequent breach. 13. NON-ASSIGNABILITY AND NOTICES The Club shall not assign, transfer or convey any rights or obligations under this contract to any other party without the express written consent of the Town, which consent shall be given in the sole discretion of the Town. The Club will give prompt written notice to the Town of any claim made against it for any reason related to this contract or to the use of the premises. • FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 10 of 12 • 14. ENTIRE AGREEMENT It is agreed between the parties hereto that this contract is a reasonable settlement of the rights of the parties hereto and that it is the entire understanding of the parties and that no negotiations or verbal or written agreements exist, but that all such agreements are hereby merged into this document. No modification of the FontDract shall be allowed 4 D unless in writing and signed by the parties hereto. 15. FURTHER DOCUMENTS Each parry agrees to execute any and all documents, instruments, or further writings or documents which may be necessary or appropriate to effectuate the terms of this contract. 16. SEVERABILITY • If a Court of competent jurisdiction at any time holds that a portion of this- contract is invalid, the remainder shall not be affected thereby and shall continue in full force and effect. 17. VOLUNTARY EXECUTION The parties acknowledge that they are entering into this contract freely and voluntarily and that no coercion, force, pressure or undue influence has been used in the execution of this contract, either by the other parry hereto or by any other person or persons; that they have ascertained and weighted all facts and circumstances likely to influence their judgment herein; that they have sought or had the opportunity to seek and obtain legal advice independently of each other or have freely waived such opportunity; -° and that they clearly understand and assent to all provisions hereof. All questions • pertinent thereto have been fully and satisfactorily explained to them; that the settlement FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 11 of 12 embodied in this contract is in all respects acceptance to them, and that accordingly they ;• assent to all the provisions hereof. 18. INTERPRETATION This Facility Lease and Contract shall be interpreted in accordance with the laws ~ of the Commonwealth of Virginia. ~ ~ g ® D In Witness Whereof, the parties have executed this contract on the 3 ~~day of October, 2008. TOWN OF PULASKI, VIRGINIA BY: • PULASKI BASEBALL, INC. ar~~ FACILITY LEASE and CONTRACT Town of Pulaski, Virginia & Pulaski Baseball, Inc. Page 12 of 12 • I, Patricia Cruise, Clerk of Council, certify that the foregoing Ordinance 2008-03, Adopting A Contract By And Between The Town Of Pulaski, Virginia And Pulaski Baseball, Inc. is a true and correct copy as adopted by the Pulaski Town Council at their regular meeting on January 8, 2008. Q. ,(°.~ r, ,C,~c,~~. Patricia Cruise, Clerk of Council tp/c/ordinance/certification G .~